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Investing.com -- Banca Monte dei Paschi di Siena (BIT:BMPS) on Tuesday sweetened its bid for Mediobanca (BIT:MDBI) by adding a €0.90 cash payment per share, lifting the total value of the offer to €13.5 billion.
The revised terms provide Mediobanca shareholders with 2.533 newly issued Monte dei Paschi shares plus the additional cash payment for each share tendered.
Based on Monte dei Paschi’s reference share price of €6.093 as of Jan. 23, the offer values each Mediobanca share at €16.334, representing an 11.4% premium over Mediobanca’s adjusted price of €14.667 on the same date.
The premium rises to 14.8% compared with the one-month average before the reference date but narrows to 1.6% on a three-month average and turns negative on six- and 12-month averages.
Monte dei Paschi said the package consists of €12.8 billion in new shares and about €750 million in cash.
The bank confirmed that shareholders who had already accepted the earlier offer will automatically receive the improved terms.
The Siena-based lender launched the voluntary public exchange offer on July 14, following regulatory approval by Consob on July 2 and publication of the offer document on July 3.
The bid covers all of Mediobanca’s ordinary shares, including treasury shares, and was originally structured as a share-only swap before the cash component was added.
The revision came after updated analyses prepared with financial advisers that incorporated market data through Aug. 29 and Mediobanca’s updated strategic plan, released on June 27.
Monte dei Paschi also considered Mediobanca’s cancellation of 20 million treasury shares announced on July 31, which reduced the maximum number of shares subject to the offer to 813,279,689.
Monte dei Paschi’s board said financial objectives remain unchanged, with a pro-forma Common Equity Tier 1 ratio of about 16% if the offer is fully subscribed and a dividend payout ratio of up to 100% of net income.
The bank also pointed to expected annual synergies of about €700 million before taxes.
In a separate move, Monte dei Paschi waived the original threshold condition requiring acceptance by holders of at least 66.7% of Mediobanca’s voting rights.
The bank said it will proceed with all shares tendered, though the offer will fail if its final stake amounts to less than 35%.